Statutes of 2009 – Legislative Summary

Following are summaries of bills enacted into law that may directly affect filings made and business conducted with the Secretary of State’s office. Unless
otherwise indicated, these measures took effect on January 1, 2010. To research other legislation that does not impact filings made or business conducted with
the Secretary of State’s office but that may affect your business, please refer to the Bill Index
section of the California Legislative Counsel’s website for a list of all bills introduced in the Assembly and Senate during the 2009–2010 legislative
session.

The various California Codes (reflecting laws currently in effect) can be accessed through the
California Law section of the California Legislative Counsel’s website.

Business Entities

This act established the Uniform Limited Partnership Act of 2008 (2008 LP Act), providing the organization/registration and governing provisions for
California and foreign (out–of–state or out–of–country) limited partnerships (LP). Prior to January 1, 2010, California LPs are subject to
the 2008 LP Act if the LPs were: (1) formed on or after January 1, 2008; or (2) formed prior to January 1, 2008 and have elected to be governed by the 2008 LP Act.
All registered foreign LPs, regardless of when the foreign LPs registered in California, became subject to the 2008 LP Act on January 1, 2008. Effective
January 1, 2010, all California LPs will be subject to the 2008 LP Act. (California Corporations Code §§
15912.04 and
15912.06.) The 2008 LP Act can be found in the
California Corporations Code commencing with § 15900.

This act updates the definitions of "listed corporation" and "publicly traded corporation" to conform to existing designations of public
exchanges and listing services. Existing statutory references to the formerly named NASDAQ Stock Market, the American Stock Exchange, National Association of
Securities Dealers, and Pink Sheets LLC have been modified to reflect their current names.

This act requires a Limited Partnership Certificate of Revival (Form LP–7) to be accompanied by written confirmation from
the Franchise Tax Board (FTB) indicating that all taxes, penalties and interest have been paid to the FTB, and that all required tax returns have been filed by
the limited partnership, including returns for each year between the cancellation and the revival of the limited partnership. This act further authorizes the FTB
to assess a specialized tax service fee of $100 for a limited partnership revival confirmation letter request, until January 1, 2011, after which the amount of the fee would be set by regulation.

Special Filings

This act modifies the requirements for filing a Notice of Joint Powers Agreement or a Notice of Amendments to Joint Powers Agreement. In addition to
submitting either filing with the Secretary of State’s office, the joint powers authority also must submit a copy of the full text of the joint powers agreement
plus all amendments, if any, to the State Controller’s office.

Uniform Commercial Code

This act creates a continuation statement for a judgment lien for 5–year periods from the date of expiration. This act also creates a procedure for a
judgment debtor to demand that the judgment creditor file a statement of release, or to obtain a court order releasing the judgment lien if the judgment creditor
does not file a statement of release.